Paramount Skydance Corp. and Warner Bros. Discovery (WBD) received a September 30, 2026 court order entering their States Consent Decree, resolving the states’ lawsuit and modifying the no-close order to permit their merger to close. For five years after closing, the combined company must release at least 30 films in each of the first two years and 32 in each of years three through five, with additional wide-release, independent-film and theatrical-window requirements. It must spend at least $300 million more annually on U.S. production than the companies’ combined 2025 levels, or $1.5 billion more over the commitment period, and maintain Pluto TV as a free, ad-supported service at or above the decree’s effective-date service and quality levels.
For annual film-release shortfalls, the Combined Entity must contribute $30 million per missing film; failure to meet the commitments after a six-month cure period requires Miramax Studios divestiture. The decree also requires a five-member news editorial board within 180 days after closing. A separate Writers Guild of America settlement resolves its merger lawsuit and requires a $17.5 million contribution to the Writers’ Guild-Industry Health Fund within seven days after closing and up to $6.0 million in fees within 30 days; it also sets a CBS News staffing baseline.
Paramount Skydance Corp. (PSKY) intends to offer approximately $44.4 billion in aggregate principal amount of U.S. dollar-denominated senior secured first lien notes and U.S. dollar- and euro-denominated senior secured second lien notes, subject to market and other conditions. The notes are being offered under registration exemptions to qualified institutional buyers and, outside the United States, to non-U.S. persons. Net proceeds, together with cash on hand, previously announced term-loan borrowings and equity-financing proceeds, are intended to help fund the Warner Bros. Discovery acquisition and repay certain existing debt.
The acquisition has not been consummated and remains subject to customary closing conditions; it has no financing condition, and the notes offering is not a condition to completing it. WBD common stockholders would receive $31.00 per share plus Ticking Consideration. Pro forma materials estimate $78.0 billion in cash consideration, based on shares outstanding as of July 23, 2026 and an assumed October 6, 2026 closing. The pro forma financing assumptions include up to $51.9 billion of New Permanent Financing. Illustrative combined results show $31.648 billion in revenue and a $2.091 billion net loss attributable to Paramount for the six months ended June 30, 2026; the statements exclude potential synergies, efficiencies and cost savings.
Paramount Skydance Corporation set October 5, 2026 as the record date for a planned warrant distribution to Class B common stockholders. The company expects to distribute approximately 470 million warrants on or about October 13, 2026, subject to closing of its Warner Bros. Discovery acquisition; it may cancel or postpone either date. Eligible holders are expected to receive one warrant per share, rounded down. Restricted Holders, certain company subsidiaries and Paramount Global 401(k) Plan holders are excluded; shares held by the 401(k) Plan and Paramount Global Master Trust are to receive Class B shares instead.
Each warrant initially entitles its holder to purchase one Class B share. The exercise price is based on the average daily volume-weighted average price over the 20 trading days ending on and including the third business day before the acquisition closes, with a $12.00 minimum and $16.02 maximum per share. The company expects Nasdaq trading in its Class B stock to end on or about October 5, 2026, and NYSE trading to begin on or about October 6, 2026. Warrant listing on the NYSE is subject to approval.
Paramount Skydance Corp (PSKY) reported that EVP, Controller & CAO Katherine Gill Charest had 7,969 Restricted Stock Units vest and convert into the same number of shares of Class B common stock on September 2, 2026. The RSUs were part of a grant from March 2, 2026 that generally vests in equal quarterly installments over three years.
Of the vested shares, 4,069 Class B shares were withheld by the issuer to satisfy tax liabilities related to the RSU vesting, using a reference price of $10.97 per share, and were not sold in an open-market transaction. After the transaction, Charest directly held 79,690 RSUs and indirectly held 424 Class B shares through a 401(k) plan. No Rule 10b5-1 trading plan is reported for these transactions.
Paramount Skydance Corp executive Andrew Mark Brandon-Gordon, Chief Strategy Officer and COO, reported the vesting and conversion of 200,000 Restricted Stock Units into an equal number of shares of Class B common stock on August 7, 2026. This vesting represents an installment of RSUs originally granted on August 7, 2025 that generally vest in equal quarterly installments over five years, and it left the executive with 3,200,000 RSUs outstanding. To cover tax obligations arising from the vesting and share delivery, 101,760 Class B shares at $9.19 per share were withheld by the issuer for payment of tax liability, and were not sold in any open-market transaction.
Paramount Skydance Corp Chief Executive Officer David Ferris Ellison reported the August 7, 2026 vesting and exercise of 250,000 Restricted Stock Units, delivering an equal number of Class B common shares. The company withheld 127,200 Class B shares at $9.19 per share to cover tax liability, not through open-market sales. Following the RSU exercise, 4,000,000 RSUs remain outstanding, and 76,210,742 Class B shares are held indirectly through Skydance Entertainment Group, LLC, of which Ellison is the manager.
Paramount Skydance Corporation reported Q2 2026 revenues of $6,913 million, operating income of $475 million and net earnings attributable to the Parent of $41 million, or $0.04 per diluted share. For the first half of 2026, revenues were $14,260 million and net earnings were $209 million, or $0.19 per diluted share. Operating cash flow was $504 million, while cash and cash equivalents fell to $1,627 million as significant investing outflows and $1.8 billion of credit facility borrowings lifted total debt to $15,156 million.
The company described major strategic deals. A signed agreement to acquire Warner Bros. Discovery for $31.00 per share implies equity value of $80.9 billion, with potential daily ticking fees, a $7.0 billion regulatory termination fee payable by Paramount in certain outcomes, and a $3.0 billion fee payable by WBD in others. Financing includes up to $46.7 billion of Class B equity from Ellison-led investors and $54 billion of committed debt, plus future 10-year warrants to Class B holders. Management also outlined the 2025 Skydance/NAI recapitalization that placed voting control with the Ellison family and triggered pushdown accounting, and disclosed IRS proposed adjustments that could raise legacy taxes by up to $400 million, which the company plans to contest.
Paramount Skydance Corporation filed an amendment to update a table in previously issued unaudited pro forma financial statements describing exchanges of various Existing WBD Notes into Second Lien Secured Exchange Notes. The corrected table lists the aggregate principal amounts of notes validly delivered in consent solicitations and eligible to participate in the exchange offers, including $655,825,000 of 4.125% Senior Notes due 2029 and $4,104,687,000 of 5.050% Senior Notes due 2042. The company states that, apart from this updated table, the prior report and its other exhibits remain unchanged.
Paramount Skydance Corporation reported Q2 2026 revenue of $6,913 million, operating income of $475 million (6.9% margin) and net earnings of $41 million, or $0.04 per diluted share. Adjusted EBITDA was $1,099 million, with a 15.9% margin and 27% year-over-year growth.
Direct-to-Consumer performance was led by Paramount+, where revenue reached $2,061 million and subscribers grew to 81.6 million. Paramount+ revenue rose 16% year-over-year in Q2, with double-digit growth in view hours and the best retention quarter in the service’s history, helped by Dutton Ranch, UFC and FIFA World Cup programming.
Studios delivered year-over-year revenue growth, supported by a stronger theatrical slate and expanding content licensing, while TV Media revenue declined but profitability improved as cost actions took hold. Company-wide efficiency efforts are now expected to generate over $2.7 billion of run-rate savings by the end of 2026.
The company raised its full-year 2026 outlook to adjusted EBITDA of $3.8–$3.9 billion, implying a 12.8% margin and 16%–19% growth, on total revenue of $30,000 million. Q3 2026 guidance calls for revenue of $6,950–$7,150 million and adjusted EBITDA of $875–$975 million, with at least 10% free cash flow conversion expected for 2026.
Paramount Skydance Corporation, together with its wholly owned subsidiary Paramount Global, has filed an automatic shelf registration to offer, from time to time after effectiveness, a broad range of securities. Paramount Skydance or selling security holders may offer debt securities, guarantees, preferred stock, non-voting Class B common stock and warrants, in one or more series and transactions.
Debt may be issued by Paramount Skydance or Paramount Global and can be fully and unconditionally guaranteed or co-issued by the other entity, and may be convertible into Class B common stock or preferred stock. Warrants may relate to any of these securities. Paramount Skydance’s non-voting Class B common stock is listed on the Nasdaq Global Select Market under the symbol “PSKY”, while Class A voting shares are not listed.
Unless a prospectus supplement states otherwise, net proceeds to Paramount Skydance will be used for general corporate purposes, including repayment of borrowings, working capital, acquisitions, capital expenditures and discretionary share repurchases, with no proceeds received from any sales by selling security holders.